Kodak Completes Tender Offer for Chinon Industries, Inc.Business Editors/High-Tech Writers TOKYO & ROCHESTER Rochester (rŏch`ĕstər, –ĭstər). 1 City (1990 pop. 70,745), seat of Olmsted co., SE Minn.; inc. 1858. , N.Y.--(BUSINESS WIRE)--Feb. 27, 2004 Eastman Kodak (company) Kodak - The photographic company responsible for Photo CD. http://kodak.com/. Company today announced that, through its Japanese Japanese (jăp'ənēz`), language of uncertain origin that is spoken by more than 125 million people, most of whom live in Japan. There are also many speakers of Japanese in the Ryukyu Islands, Korea, Taiwan, parts of the United States, and subsidiary, it has succeeded in acquiring 87.3% of the voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. of Chinon Chinon (shēnôN`), town (1993 est. pop. 8,961), Indre-et-Loire dept., W central France, in Touraine, on the Vienne River. Chinon was an important medieval town and many buildings (notably three churches) from that period are preserved. Industries, Inc. Having acquired super-majority control of Chinon, and pursuant to the approval of the relevant Japanese governmental authorities, Kodak intends to implement a cash-for-stock swap between its subsidiary and Chinon as scheduled, and to de-list Chinon from the Tokyo Stock Exchange Tokyo Stock Exchange Main stock market of Japan, located in Tokyo. It opened in 1878 to provide a market for the trading of government bonds newly issued to former samurai. . Kodak initiated the tender offer on January January: see month. 23, 2004, and the tender offer period closed yesterday. Kodak intends for Chinon to become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Kodak Japan, Ltd. after the cash-for-stock swap. Chinon also will merge See mail merge and concatenate. with Kodak's Digital Camera Research and Development center in Yokohama Yokohama (yō'kōhä`mä), city (1990 pop. 3,220,331), capital of Kanagawa prefecture, SE Honshu, Japan, on the western shore of Tokyo Bay. , Japan. The move will help Kodak increase its worldwide design and manufacturing capability for consumer digital cameras and accessories, another advance in the digitally oriented o·ri·ent n. 1. Orient The countries of Asia, especially of eastern Asia. 2. a. The luster characteristic of a pearl of high quality. b. A pearl having exceptional luster. 3. growth strategy that Kodak announced in September September: see month. . "Our highly successful collaboration Working together on a project. See collaborative software. with Chinon began nearly 10 years ago and has evolved over time in response to the growing market for digital products," said Yusuke Yūsuke is a Japanese given name. "Yusuke" can refer to several people or fictional characters. People
Kojima , General Manager, Worldwide Digital Camera and System Development, Digital & Film Imaging Systems, Eastman Kodak Company. "The successful completion of this tender offer and cash-for-stock swap process allows Chinon and Kodak to further enhance their position in the Japanese market, while simultaneously si·mul·ta·ne·ous adj. 1. Happening, existing, or done at the same time. See Synonyms at contemporary. 2. Mathematics strengthening their position worldwide." Susumu Cho, president of Chinon, and the Chinon board of directors unanimously voted to support this transaction. Chinon's board previously noted that, by becoming a wholly owned subsidiary of KJL KJL Kenneth Jay Lane (jewelery) , the company would enhance its well-developed well-developed adj [arm, muscle etc] → bien desarrollado; [sense] → agudo, fino well-developed adj [girl capabilities in research and development, engineering, operations, and manufacturing. "As a result of this acquisition, both Chinon and Kodak will be in stronger and more competitive positions, with an increased ability to bring innovative products to customers in Japan and around the world," Cho said. Chinon Industries, established in 1948, is engaged in research, development, and manufacturing of digital cameras. Kodak is Chinon's largest customer, accounting for nearly 100 percent of Chinon's revenue for its fiscal year ended March 31, 2003, which was Y29,892M, or about $280 million at current exchange rates. About Eastman Kodak Company and infoimaging Kodak is the leader in helping people take, share, print and view images - for memories, for information, for entertainment. The company is a major participant Participant A party of a funding. It usually refers to the lowest rank or smallest level of funding. in infoimaging, a $385 billion industry composed of devices (digital cameras and flat-panel displays flat-pan·el display n. A thin lightweight video display used in laptop and notebook computers and employing liquid crystals, electroluminescence, or a similar alternative to cathode-ray tubes. Also called flat screen. ), infrastructure (online networks and delivery systems for images) and services & media (software, film and paper enabling people to access, analyze an·a·lyze v. 1. To examine methodically by separating into parts and studying their interrelations. 2. To separate a chemical substance into its constituent elements to determine their nature or proportions. 3. and print images). With sales of $13.3 billion in 2003, the company comprises several businesses: Health, supplying the healthcare industry with traditional and digital image capture and output products and services; Commercial Printing, offering on-demand On-Demand refers to a service or feature which addresses the user's need for instant gratification and immediacy of use. In most cases the value proposition for an on-demand service is wrapped up in the fact that the user or consumer of the service avoids a significant up-front color printing “colour separation” redirects here. For other uses, see colour-separation overlay. Color printing is the reproduction of an image or text in color (as opposed to simpler black and white or monochrome printing). and networking publishing systems; Commercial Imaging, offering image capture, output and storage products and services to businesses and government; Display & Components, which designs and manufactures state-of-the-art organic light-emitting diode Noun 1. organic light-emitting diode - a self-luminous diode (it glows when an electrical field is applied to the electrodes) that does not require backlighting or diffusers OLED displays as well as other specialty A contract under seal. A specialty is a written document that has been sealed and delivered and is given as security for the payment of a specifically indicated debt. materials, and delivers optics and imaging sensors
Editor's Note Editor's Note (foaled in 1993 in Kentucky) is an American thoroughbred Stallion racehorse. He was sired by 1992 U.S. Champion 2 YO Colt Forty Niner, who in turn was a son of Champion sire Mr. Prospector and out of the mare, Beware Of The Cat. Trained by D. : For additional information about Kodak, visit our web site on the Internet Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the at: www.kodak.com
(ENGLISH TRANSLATION OF PRESS RELEASE ANNOUNCED IN JAPAN)
February 27, 2004
To whom it may concern
KODAK Japan Digital Product Development Company, Ltd.
Tender Offer Results
Please be advised that the tender offer for CHINON INDUSTRIES INC.'s
common stocks (Head Office: Chino-shi, Nagano, Representative Director
& President: Susumu Cho, listed on the Tokyo Stock Exchange Second
Section, Code No. 7738), which was initiated on January 23, 2004, was
closed on February 26, 2004, and the result of the tender offer is as
follows:
1. Overview of Tender Offer (Announced on January 22, 2004)
1) Name and Address of Tender Offeror
KODAK Japan Digital Product Development Company, Ltd.
27-1, Shinkawa 2-chome, Chuo-ku, Tokyo, JAPAN
2) Name of Target Company: CHINON INDUSTRIES, INC.
3) Class of Shares or Other Securities Targeted: Common Stock
4) Tender Offer Period: January 23, 2004 (Friday) to
February 26, 2004 (Thursday) (35 days)
5) Tender Offer Price: Y350 per share
2. Result of Tender Offer
1) Number of Shares or Other Securities Tendered and Purchased
Total Number of Shares Targeted: 9,306,161 shares
Number of Shares Targeted: 9,306,161 shares
Number of Shares to Exceed: 0 shares
Total Number of Shares Tendered: 6,394,552 shares
Total Number of Shares Purchased: 6,394,552 shares
2) Success and Failure of Tender Offer
All tendered shares will be purchased.
Total Number of Tendering Shareholders: 846
Total Number of Shares Tendered: 6,394,552 shares
Total Number of Shares Purchased: 6,394,552 shares
Total Number of Shares to be Returned: 0 shares
3) Calculation Method of Purchase on a pro rata basis
N/A
4) Number of Owned Shares and Ownership Ratio after Tender Offer
(Figures rounded to nearest third decimal)
Number of Shares held by Tender Offeror before Tender Offer:
0 shares ( 0% of voting rights)
Number of Shares held by Specially Related Parties before
Tender Offer:
13,550,200 shares (63.79% of voting rights)
(Total) 13,550,200 shares (63.79% of voting rights)
Number of Shares held by Tender Offeror after Tender Offer:
6,394,552 shares (27.98% of voting rights)
Number of Shares held by Specially Related Parties after
Tender Offer:
13,550,200 shares (59.28% of voting rights)
(Total) 19,944,752 shares (87.26% of voting rights)
(Note) For the purpose of calculating the ownership percentage of
shares before the Tender Offer, the number of voting rights of all
shareholders of the Target Company is deemed to be 21,240, which is
the number of voting rights of all shareholders appearing in the
Semi-Annual Report filed by the Target Company on December 17, 2003.
For the purpose of calculating the ownership percentage of shares
after the Tender Offer, the number of voting rights of all
shareholders of the Target Company is deemed to be 22,856. (Because
the shares constituting less than a whole unit are also included in
the target shares of this Tender Offer, the number of voting rights of
all shareholders is increased by 1,616, which is the number of voting
rights represented by shares constituting less than a whole unit
(1,616 voting rights represented by 1,616,161 shares is obtained by
subtracting from 1,616,383 shares constituting less than a whole unit
according to the above Semi-Annual Securities Report, the aggregate
total of (i) 200 shares constituting less than a whole unit held by
KODAK JAPAN LTD. ("KJL"), which will not be purchased through this
Tender Offer, and (ii) 22 shares constituting less than a whole unit
held by the Target Company, which will not be purchased through this
Tender Offer.)
5) Funds to be needed for Purchase: Y2,358 million
3. Method and Commencement Date of Settlement
1) Name and Address of Head Office of Securities Company/Bank,
etc. in Charge of Settlement
Nomura Securities Co., Ltd.
9-1 Nihonbashi 1-chome, Chuo-ku, Tokyo
2) Commencement Date of Settlement
March 4, 2004 (Thursday)
3) Method of Settlement
The notice of purchase through the Tender Offer will be mailed
to the respective addresses of the tendering shareholders (or
the standing proxy in case of Non-Japanese Shareholders)
without delay after the end of the Tender Offer period.
Payment of the purchase price will be made in cash. The Tender
Offer Agent will, pursuant to the tendering shareholders'
instruction, remit the purchase price of the share
certificate(s) that are purchased without delay after the
commencement date of settlement to the place designated by the
tendering shareholder, or pay at the head office or branch
offices of the Tender Offer Agent.
4. Place to make a copy of the Tender Offer Report available for
Public Inspection
KODAK Japan Digital Product Development Company, Ltd.
27-1, Shinkawa 2-chome, Chuo-ku, Tokyo, JAPAN
Tokyo Stock Exchange, Inc.
2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo
5. Scope
KODAK Japan Digital Product Development Company, Ltd. and
CHINON INDUSTRIES INC. obtained approval of a
business-restructuring plan from the Ministry of Economy,
Trade, and Industry, pursuant to the Law on Special Measures
for Industrial Revitalization ("IRL") on January 22, 2004.
After the Tender Offer, pursuant to the business restructuring
plan, it is planned that (i) the Tender Offeror accepts a
contribution in kind from KJL consisting of all the shares in
the Target Company held by KJL (59.02% for the total number of
issued shares) and, then, increases its capital, (ii) the
Tender Offeror and the Target Company procure approval of the
competent Minister for the share exchange through delivery of
cash pursuant to the business restructuring plan and, then,
implement the share exchange through delivery of cash pursuant
to the provisions of Article 12-9 of the IRL, (iii) thereafter
the Tender Offeror acquires from KJL the businesses of: (x)
design, development and quality assurance of digital cameras
for Eastman Kodak Company ("EKC"), and (y) development and
management of suppliers of ODM (Original Design Manufacturing)
digital cameras for EKC and development of manufacturers of
accessory products, through a business transfer or other
method, and (iv) ultimately the Tender Offeror merges into the
Target Company. More specifically regarding the share
exchange, pursuant to the business restructuring plan, the
Tender Offeror plans to deliver cash, in lieu of delivering
shares in the Tender Offeror, to the remaining shareholders of
the Target Company in exchange for shares in the Target
Company. Further, since the aggregate voting rights of the
shares in the Target Company that the Tender Offeror acquired
through the Tender Offer and of the shares in the Target
Company that the Tender Offeror plans to acquire from KJL
after the Tender Offer has become two-thirds (2/3) or more of
the voting rights of all shareholders of the Target Company,
the Tender Offeror and the Target Company plan to utilize the
special measure related to the simplified share exchange
(kan-i kabushiki kokan) prescribed by Article 12-4, Paragraph
2 of the IRL, with respect to the Target Company in accordance
with the business restructuring plan. At the time of the share
exchange, the shareholders of the Target Company (which will
become a wholly-owned subsidiary of the Tender Offeror) will
have the right to require the Target Company to purchase the
shares in the Target Company owned by them, in accordance with
procedures prescribed by law.
Furthermore, if the share exchange is implemented as planned,
by which the Target Company will become a wholly owned
subsidiary of the Tender Offeror and the Tender Offeror will
become the sole shareholder of the Target Company, then the
shares in the Target Company will be delisted.
Contact Details:
Akinori Yabata
KODAK JAPAN LTD.
Office of the President
Tel: 81-3-5540-2215
Fax: 81-3-5540-2216
E-mail: JPN-PR@knotes.kodak.com
(Note: This is an English translation of the press release
announced in Japan. In case of any conflict between this English
translation and the Japanese language original, the meaning of the
Japanese language original shall prevail.)
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